Release of Holdback. (i) Within five (5) Business Days following the Expiration Date, Parent shall issue to the Holdback Participants any Holdback Shares less (i) the number of Holdback Shares canceled and no longer issuable to the Company Common Stockholders, in satisfaction of indemnification claims made by Parent prior to the Expiration Date pursuant to Article IX hereof, and (ii) a number of Holdback Shares with a value equal to the aggregate amount of indemnification claims made by Parent pursuant to Article IX hereof which remain outstanding and unresolved (the “Aggregate Outstanding Claims”), or, in the event that the Aggregate Outstanding Claims exceed the value of the remaining number of Holdback Shares, all remaining Holdback Shares (such number of retained Holdback Shares and such number of retained Holdback Shares as such amount and number may be further reduced after the Expiration Date by distributions to the Holdback Participants by Parent pursuant to Article IX hereof and Holdback Shares canceled and no longer issuable to the Company Common Stockholders, in satisfaction of indemnification claims made by Parent prior to the Expiration Date pursuant to Article IX hereof, the “Retained Holdback Consideration”).
(ii) In the event and to the extent that after the Expiration Date any outstanding indemnification claim made by an Indemnified Person pursuant to Article IX hereof is resolved against such Indemnified Person (or is resolved in favor of an Indemnified Person but in a smaller amount than originally retained by Parent), Parent shall issue to the Holdback Participants for distribution to the Holdback Participants, an amount of the Retained Holdback Consideration with a value corresponding to the amount of the outstanding indemnification claim resolved against such Indemnified Person (or, in the case where the indemnification claim is resolved in favor of an Indemnified Person but in a smaller amount than originally retained by Parent, the difference between the amount resolved in favor of such Indemnified Person and the amount originally retained), unless the remaining Aggregate Outstanding Claims would exceed the Retained Holdback Consideration after such distribution, in which case Parent shall retain a number of Holdback Shares equal in value to the amount of the remaining Aggregate Outstanding Claims.
(iii) The Holdback Shares shall be valued at the Parent Share Price for all purposes under this Agreement.
Release of Holdback. Amount Notwithstanding anything to the contrary herein, the Holdback Amount shall be released as follows:
(a) upon the Audit Completion (but in any case not later than twelve (12) months after the Closing Date) without the occurrence of an Audit Breach, the Purchaser shall pay by wire transfer of immediately available funds to the Sellers (in accordance with their respective Seller Allocation Percentages) the Audit Release Amount (provided that if any Seller has then liquidated, dissolved or wound up, then the amount that would be paid to such Seller shall be paid to the Shareholders (or their successors or assigns) in accordance with their respective Shareholder Allocation Percentages) within five (5) Business Days after the date of such Audit Completion; (b) an amount up to the Working Capital Release Amount shall be paid to the Sellers in accordance with Sections 2.9(f); (c) to the extent that the Holdback Amount has not been exhausted (pursuant to Sections 2.9(f), 5.15 or 9.3(b)) as of the date that the Parent timely completes its financial audit for the twelve (12) month
Release of Holdback. Within sixty (60) days of the Closing Date, Parent and the Shareholders shall mutually determine the Company's actual balances of cash and cash equivalents and the Covered Liabilities as at the Closing Date. If the actual amount of cash and cash equivalents exceeds the actual amount of the Covered Liabilities (the amount of such excess, the "Cash Excess"), then Parent shall, within five (5) days of such determination, pay to each Shareholder his Prorata Share of the full amount of the Purchase Price Adjustment Holdback plus the full amount of the Cash Excess. If the amount of the Company's Covered Liabilities exceeds the amount of its cash and cash equivalents as so determined by the parties (such excess, a "Payables Excess") by an amount equal to or less than the amount of the Purchase Price Adjustment Holdback, then Parent shall (i) be entitled to offset the amount of the Payables Excess against the Purchase Price Adjustment Holdback and (ii) if any portion of the Purchase Price Adjustment Holdback is then remaining, pay, within five (5) days of the determination of the Payables Excess, to each Shareholder such Shareholder's Prorata Share of such remaining portion of the Purchase Price Adjustment Holdback. If there is a Payables Excess and such excess is greater than the amount of the Purchase Price Adjustment Holdback, then Parent shall be entitled to retain the full amount of the Purchase Price Adjustment Holdback and each Shareholder shall, within five (5) days of the determination of the Payables Excess, pay to Parent in cash such Shareholder's Prorata Share of the amount by which the Payables Excess exceeds the amount of the Purchase Price Adjustment Holdback.
Release of Holdback. Owner shall hold the aggregate amount of the Holdback until the Mechanical Completion Date. After the Mechanical Completion Date, Owner shall release the Holdback less one hundred fifty percent (150%) of the value of outstanding punch list items (punch list items shall be mutually agreed to between Owner and Contractor). Once Contractor completes the punch list items, any remaining Holdback shall be immediately released and paid to Contractor. Provided, however, Owner may withhold up to $50,000.00 of such remaining amount until Contractor provides Owner with the red-line As-built drawings. Any interest accruing on such amount shall accrue for the account of Contractor.
Release of Holdback. The Holdback will be released by the Purchaser to the Vendor on the following terms:
(a) If a Clearance Certificate fixing an amount equal to the portion of the Purchase Price allocated to the WaveRider Canada Shares and the Avendo Shares is provided by the Vendor to the Purchaser within 90 days from Closing:
(i) the Purchaser shall immediately release that portion of the Holdback which exceeds 10% of the Purchase Price to the Vendor; and
(ii) the Purchaser shall release the balance of the Holdback subject to a dollar for dollar adjustment for the Post Closing Purchase Price Adjustments and a dollar for dollar reduction for any receivables which were outstanding at the closing date and which remain outstanding 90 days after the Closing Date (the “Uncollectible Receivables”), 90 days after Closing.
(b) If a Clearance Certificate fixing an amount equal to the portion of the Purchase Price allocated to the WaveRider Canada Shares and the Avendo Shares is provided by the Vendor to the Purchaser after 90 days from Closing, the Vendor shall immediately release the Holdback to the Vendor subject to a dollar for dollar adjustment for the Post Closing Purchase Price Adjustments, a dollar for dollar reduction for any amounts paid to the Receiver General of Canada in satisfaction of the Purchaser’s withholding tax liability hereunder pursuant to Section 116 of the Tax Act and a dollar for dollar reduction for the Uncollectible Receivables.
(c) Notwithstanding any other provision of this section, if a Clearance Certificate fixing an amount equal to the the portion of Purchase Price allocated to the WaveRider Canada Shares and the Avendo Shares has not been provided by the Vendor to the Purchaser as set out above on or before the 30th day after the end of the month in which the Closing Date occurs, the Purchaser shall remit that amount which is equal to 25% of the Purchase Price allocated to the WaveRider Shares and the Avendo Shares to the Receiver General for Canada as is required to satisfy the Purchaser’s withholding tax liability in respect of the purchase of the WaveRider Canada Shares and the Avendo Shares from the Vendor pursuant to section 116 of the Tax Act, unless the Vendor provides evidence satisfactory to the Purchaser (acting reasonably) that the Canadian Minister of National Revenue has instructed that the no such portion of the Holdback be remitted at such time.
(d) In the event that Section 10.4(c) applies to defer the time at which amounts would othe...
Release of Holdback. In the event the Vendors do not deliver to the Purchaser the Audited Financial Statements prior to the Closing Date then the Vendors, the Purchaser and the Escrow Holder shall enter into the Holdback Escrow Agreement on the Closing Date and the Purchaser shall deposit the Holdback with the Escrow Holder. The Vendors shall use their best efforts to deliver the Audited Financial Statements within forty-five (45) days from the Closing Date but in any event no later than sixty (60) days from the Closing Date, to the Purchaser. Within seven (7) Business Days of receipt of the Audited Financial Statements subject to the terms of Article 8, the Parties shall execute a joint written direction in the form attached to the Holdback Escrow Agreement instructing the Escrow Holder to release the Holdback to the Vendors and the Purchaser (as applicable) as follows:
(a) the Escrow Holder shall pay to the Vendors an amount equal to the Purchase Price minus the amount of $9,000,000 (the “Balance of the Purchase Price”). The Balance of the Purchase Price shall be paid to the Vendors in proportion to their respective membership interests in the Company as set out on Schedule 1.1; and
(b) the Escrow Holder shall pay to the Purchaser an amount equal to $2,000,000 less the Balance of the Purchase Price.
Release of Holdback. Within three business days from the later of (i) the Board Change Effective Date or (ii) the full payment or waiver of Company Closing Obligations, the Total Holdback shall be released to the Sellers.
Release of Holdback. At the conclusion (via settlement, final judgment, or expiration of the applicable statute(s) of limitations) of each of the foregoing categories of litigation for which the Holdback may be used, Xxx. Xxxxxx shall release escrowed funds to the Xxxxxx Settlement Fund in the following amounts:
I. for any governmental investigation or litigation, the lesser of
(1) 37% of the outstanding amount of Xxx. Xxxxxx’x Holdback or (2) $750,000.00;
II. for any other litigation against Xxx. Xxxxxx or Xxx. Xxxxxx’x Children, the lesser of (1) 63% of the outstanding amount of Xxx. Xxxxxx’x Holdback or (2) $1,300,000.00. Notwithstanding any of the foregoing to the contrary, after all categories of litigation for which the Holdback may be used are concluded (via settlement, final judgment, or expiration of the applicable statute(s) of limitations), Xxx. Xxxxxx shall release all remaining escrowed funds to the Xxxxxx Settlement Fund, including, without limitation, funds escrowed as a result of reductions in the Xxxxxx Settlement Facility Contribution and in the Xxxxxx MetLife Settlement Facility Contribution. Xxx. Xxxxxx agrees that, for purposes of this Agreement, the applicable statute of limitations for governmental investigation and/or litigation shall be December 31, 2022; and the applicable statute of limitations for other claims against Xxx. Xxxxxx or Xxx. Xxxxxx’x Children arising out of or in any way relating to the Ponzi Scheme shall be June 1, 2021.
Release of Holdback. For Projects to which the Builders Lien Act applies, the Contractor shall release and pay to the Sub-Contractor the Holdback on expiry of the Holdback Period as defined in the Builders Lien Act. Otherwise, the Contractor shall release and pay the Sub-Contractor the Holdback upon substantial performance of the Work, achieved when the Work is ready for use or is being used for the
Release of Holdback
